Beryl Securities Limited Indore.
Your Directors have pleasure in presenting their Twenty Second Annual Report of theCompany along with the Audited Accounts for the financial year ended on 31st March 2016
1. FINANCIAL RESULTS AND OPERATION:
The financial performance of the Company during the financial year has been summarizedas follows:
|Particulars ||Year ended ||Year ended |
| ||31.3.2016 ||31.3.2015 |
|Income from interest ||6174061.00 ||5947173.00 |
|Other income ||444117.71 ||1997341.75 |
|Total Expenditure excluding depreciation ||2509738.65 ||2271986.71 |
|Depreciation ||260719.59 ||344621.57 |
|Profit/ (loss) before prior period adjustment ||3847720.46 ||5327906.47 |
|Adjustment of Provision for Tax ||1074940.00 ||1110543.00 |
|Profit/ (loss) after tax ||2749219.59 ||449609247 |
2. PERFORMANCE OF THE COMPANY:
During the year under review the company earn profit of Rs. 2749219.59/- in comparisonto last year profit of Rs. 449609247/-. Your directors are putting their best effort toturn the company into more profit making company. The directors are putting their bestefforts to increase the income with reducing the cost incurred. Your management is veryhopeful to achieve better results in forthcoming period and expects to achieve betterfinancial results as per the perception of the Shareholders of the Company
As the company is deciding to strengthen its position further hence your directors arenot able to declare any dividend. The Directors regret for their inability to recommendany dividend for the financial year 2015-2016.
The Company proposes to transfer Rs. 549843.92 to the general reserve.
5. PUBLIC DEPOSITS:
The Company has neither invited nor accepted any deposit from the public during theyear.
6. RBI REGISTRATION:
The registration granted by Reserve Bank of India as Non-Banking Financial Company isalso continues during the year under review.
Further pursuant to Non-Banking Financial Companies Auditor's Report (Reserve Bank ofIndia) Directions 1998 a report from the statutory auditor of the Company has beenreceived by the Board of Directors of the Company. This report shows that the Company hascomplied with all the directions and prudential norms as prescribed under Reserve Bank ofIndia Act 1934.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement's discussion and analysis forms an integral part of this report and givesdetail of the overview industry structure and developments.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
The Board made the following appointments/ re-appointments based on the recommendationsof the nomination and remuneration committee:
APPOINTMENTS & RE- APPOINTMENTS:
Appointment of Mr. Yashesh Vashishtha( DIN: 07382963) as an Independent Directorof the Board effective 30th December 2015
Appointment of Mrs. Jaya Thakur(DIN: 07382910) as an Independent Director of theBoard effective 30th December 2015
Re- Appointment of Mr. Sudhir Sethi (DIN: 00090172) as Managing Director of theCompany for the period of Five Years.
As per the provisions of the Companies Act 2013 Mr. Sanjay Sethi (DIN:00090277) retires by rotation at the ensuing Annual General Meeting and being eligibleseeks re- appointment. The Board recommends his re- appointment.
Mrs. Neha Sharma was appointed on the Board of the Company w.e.f 19th October2015.
Mr. Udai Lal Dhakar was appointed as Chief Financial Officer of the Companyw.e.f 30th December 2015.
Mrs. Bharti Gurjar resigned as Non Executive Director of the Company with effectfrom 19th October 2015 due to personal reasons. The Board places on record itsappreciation for the services rendered by Mrs. Bharti Gurjar during her tenure with theCompany.
Mr. Avinash Sharma resigned as independent Director of the Company with effectfrom 30th December 2015 due to personal reasons. The Board places on record itsappreciation for the services rendered by Mr. Avinash Sharma during his tenure with theCompany.
Mr. Hemant Jain resigned as independent Director of the Company with effect from30th December 2015 due to personal reasons. The Board places on record its appreciationfor the services rendered by Mr. Hemant Jain during his tenure with the Company.
Mr. Sunil Jain resigned as independent Director of the Company with effect from30th December 2015 due to personal reasons. The Board places on record its appreciationfor the services rendered by Mr. Sunil Jain during his tenure with the Company.
Mr. Neeraj Khanwilkar has resigned from the post of Chief Financial officer ofthe Company due to personal reasons with effect from 30th December 2015.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.
9. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the provision of Section 134(5) of the Companies Act 2013 as amended withrespect to Director's responsibility statement and subject to where so ever otherwisecontained in the Audit Report Your Directors hereby confirm.
1. That in the preparation of the annual accounts for the financial period ended on31st March 2016 the applicable accounting standards subject to notes to the accounts inAuditors Report had been followed along with proper explanation relating to materialdepartures;
2. That the Director have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial period ended and profit of the Company for the period under review;
3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
4. That the Directors have prepared the annual accounts on a going concern basis.
5. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
6. They have laid down internal financial controls which are adequate and areoperating effectively.
At the Annual General Meeting held on 30th September 2015 M/S Subhash Chand JainAnurag & Associates Chartered Accountants Indore were appointed as statutoryauditors of the Company to hold office till the conclusion of the Annual General Meetingto be held in the calendar year 2017. In terms of the first proviso to Section 139 of theCompanies Act 2013 the appointment of the auditors shall be placed for ratification atevery Annual General Meeting. Accordingly the appointment of M/S Subhash Chand JainAnurag & Associates Chartered Accountants Indore is placed for ratification by theshareholders.
The Auditors' Report for fiscal 2016 does not contain any qualifications reservationor adverse remark. The Auditors' Report is enclosed with the Financial Statements in thisAnnual Report.
Ashish Karodia & Co Practicing Company Secretaries was appointed to conduct theSecretarial audit of the Company for the fiscal 2016 as required under Section 204 of theCompanies Act 2013 and rules there under. The Secretarial Report for the fiscal 2016forms part of this Annual report as Annexure- 3 to the Board's Report. The SecretarialAudit Report does not contain any qualification reservation and adverse remark. The Boardhas appointed Ashish Karodia & Co Practicing Company Secretaries as SecretarialAuditor of the Company for fiscal 2017.
Auditors' Certificate on Corporate Governance:
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Auditor' certificate on Corporate Governance is enclosed as Annexure to theBoard's Report. The Auditors' Certificate for fiscal 2016 does not contain anyqualification reservation or any adverse remark.
11. PARTICULARS OF EMPLOYEES:
There are no employees as on date on the rolls of the Company who are in receipt ofremuneration which requires disclosures under Section 197 of the Companies Act 2013 readwith rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 i.e. Company does not have any employee receiving Remuneration exceeding Rs.60 00000.00 per annum or Rs 5 00000.00 per month or part thereof.
During the year under review relationship with the employees is cordial.
12. DISCLOSURE OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO:
Since Company is not a manufacturing Company; therefore the particulars with respectto conservation of energy & technology absorption as required under Companies(disclosure of particulars in the report of the Director) Rules 1988 are not required.There was no foreign exchange earning & outgo during the year.
13. CORPORATE GOVERNANCE:
Corporate Governance is about maximizing shareholder value legally ethically andsustainably. We believe sound corporate governance is critical to enhance and retaininvestor trust. We always seek to ensure that our performance is driven by integrity. OurBoard exercises its fiduciary responsibilities in the widest sense of the term.
Our Corporate Governance report for fiscal 2016 forms part of this Annual Report
14. LISITING AT STOCK EXCHANGES:
The Equity Shares of the Company are listed with the Bombay Stock Exchange Ltd andJaipur Stock Exchange Limited.
The Company has delisted its securities from Madhya Pradesh Stock Exchanges w.e.f 30thMay 2015.
15. COMMITTEES OF THE BOARD:
Currently the Board has Four Committees: the Audit Committee the Nomination andRemuneration Committee The Stakeholders Relationship Committee and the Risk ManagementCommittee. A detailed note on the composition of the Board and its committees is providedin the Corporate Governance Report section of this Annual Report.
16. TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given inAnnexure 1 in Form AOC-2 and the same forms part of this report.
17. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT- 9 is annexedherewith as Annexure- 2.
18. CORPORATE SOCIAL RESPONSIBILITY
The policy of the Corporate Social Responsibility is not applicable to the Company.
19. VIGIL MECHANISM
A "Vigil Mechanism Policy" for directors and employees of the Company isconstituted to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on rising concerns of any violation of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The details pertaining to establishment of vigil mechanism for employees and directorsare included in the Corporate Governance Report which forms part of this report.
20. NUMBER OF BOARD MEETINGS:
6 Board Meetings were held during the financial year from 1st April 2015 to 31stMarch 2016. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013.
21. FINANCIAL YEAR:
Pursuant to Section 2(41) of the Companies Act 2013 the Company adopted April- Marchas its Financial Year. The Financial Year of the Company shall be for a period of 12months i.e. 1st April to 31st March.
22. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
There are no material changes or commitments occurring after 31st March 2016 whichmay affect the financial position of the Company or may require disclosure.
23. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosures Requirements) Regulation 2015.
24. MEETING OF INDEPENDENT DIRECTORS:
During the year under review a separate meeting of Independent Directors was held on24th February 2016 to discuss:
Evaluation of the performance of Non- Independent Directors and Board ofDirectors as a whole.
Evaluation of the performance of the Chairman of the Company taking intoaccount the views of the Executive Directors.
Evaluation of the quality content and timelines of flow of information betweenthe management and the Board that is necessary for the Board to effectively andnecessarily perform its duties.
All the Independent Directors were present at the said Meeting.
25. LISTING AGREEMENT:
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosures Requirements) Regulation 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectiveDecember 1 2015. Accordingly all listed entities were required to enter into the listingAgreement within six months from the effective date. The Company entered into ListingAgreement with BSE Limited and Jaipur Stock Exchange during January 2016
26. INTERNAL CONTROL SYSTEM:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliabledisclosures.
Your Company is grateful for the continued Company-operation and assistance extended toit by the Government and Semi-Government Authorities Banks and other Statutory Bodies.Your Director also expresses their warm appreciation for the dedicated and sincereservices rendered by the employees of the Company.
| ||For and on Behalf of the Board || |
|Regd. Office : ||FOR BERYL SECURITIES LTD. || |
|43-44 2nd Floor Dawa Bazar ||Sd/- ||Sd/- |
|13-14 RNT Marg Indore - 452001 (M.P.) ||SUDHIR SETHI ||SANJAY SETHI |
|CIN : L67120MP1994PLC008882 ||Managing Director ||Chairman & Director |
|Dated : 11th July 2016 ||DIN : 00090172 ||DIN : 00090277 |